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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2006
WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)
Delaware 001-31234 75-2969997
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)
(214) 756-6900
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 25, 2006, Westwood Holdings Group, Inc. (the "Company") entered
into a Restricted Stock Agreement with each of Brian O. Casey, the Company's
chief executive officer, and Susan M. Byrne, the Company's chief investment
officer. The Restricted Stock Agreements provide for the grant of 100,000 shares
of restricted common stock to Mr. Casey and 300,000 shares of restricted common
stock ("Restricted Stock") to Ms. Byrne, which shares of Restricted Stock are
subject to vesting on an annual pro rata basis over a period of four years and
six years, respectively. The material terms of the performance goals relating to
the vesting of shares of Restricted Stock, which were approved by the Company's
stockholders, include provisions for vesting in the 2006 fiscal year in the
event that the Company's "adjusted pre-tax income" increases 10% or more over
the Company's 2005 fiscal year. In each subsequent vesting year, the performance
goal for further vesting of shares of Restricted Stock will be determined by the
Company's Compensation Committee and established no later than ninety (90) days
after the commencement of such fiscal year. Performance goals will in all events
be based upon the Company's adjusted pre-tax income. If, in any year during the
vesting period, the performance goal is not met, the Compensation Committee may
establish a goal for a subsequent vesting period, which, if achieved or
exceeded, may result in full or partial vesting of the shares of Restricted
Stock that did not otherwise become vested in a prior year.
Under the terms of the Restricted Stock Agreements, "adjusted pre-tax
income" is determined based on the Company's audited financial statements as the
Company's income before income tax, increased by (i) the expense incurred for
the year for the Annual Incentive Awards to the chief executive officer and
chief investment officer (as defined below), (ii) the expense incurred for the
year for the Restricted Stock awards to the chief executive officer and chief
investment officer and (iii) the expense incurred for the year for incentive
compensation for all of the Company's other employees. Upon the termination of
employment of Mr. Casey or Ms. Byrne, as the case may be, any shares of
Restricted Stock that have not vested shall be forfeited, except in the event of
death (in which case all shares of Restricted Stock shall vest) and except as
may be provided in the employment agreement of Mr. Casey or Ms. Byrne (as the
case may be).
The Compensation Committee and the Company's stockholders have also
approved performance-based annual incentive awards (the "Annual Incentive
Awards") for the Company's chief executive officer and the chief investment
officer for the 2006 fiscal year and for subsequent fiscal years until revised
by the Compensation Committee. The chief executive officer's Annual Incentive
Award will equal not more than 3% of the Company's adjusted pre-tax income (as
defined above), and the chief investment officer's Annual Incentive Award will
equal not more than 8% of the Company's adjusted pre-tax income (subject to the
Compensation Committee's discretion to reduce the awards to less than the
formula amounts).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
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10.1 Restricted Stock Agreement dated May 25, 2006 between the Company
and Brian O. Casey
10.2 Restricted Stock Agreement dated May 25, 2006 between the Company
and Susan M. Byrne
10.3 Performance-Based Annual Incentive Awards for Chief Executive
Officer and Chief Investment Officer
10.4 Form of Restricted Stock Agreement Under the Third Amended and
Restated Westwood Holdings Group, Inc. Stock Incentive Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 26, 2006
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ William R. Hardcastle, Jr.
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William R. Hardcastle, Jr.
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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10.1 Restricted Stock Agreement dated May 25, 2006 between the Company
and Brian O. Casey
10.2 Restricted Stock Agreement dated May 25, 2006 between the Company
and Susan M. Byrne
10.3 Performance-Based Annual Incentive Awards for Chief Executive
Officer and Chief Investment Officer
10.4 Form of Restricted Stock Agreement Under the Third Amended and
Restated Westwood Holdings Group, Inc. Stock Incentive Plan